Observe Medical — Capital/Financing Update 2024

Nov 15, 2024

Observe Medical ASA: Amendments to loan agreements with Navamedic ASA

Observe Medical ASA: Amendments to loan agreements with Navamedic ASA

Oslo, 15 November 2024: Reference is made to the stock exchange announcement

published by Observe Medical ASA (the "Company") on 12 November 2024, in which

it inter alia was stated that the Company is in dialogue with strategic and

financial partners to evaluate options to further strengthen its working capital

situation.

The Company has (as borrower) entered into two subordinated loan agreements with

Navamedic ASA ("Navamedic") as lender for (i) a loan with an outstanding

principal amount of NOK 32,000,000 plus accrued interest, entered into on 27

September 2019 ("Loan I") and (ii) a loan with an outstanding principal amount

of NOK 5,000,000 plus accrued interest, entered into on 6 September 2023 ("Loan

II" and, together with Loan I, the "Loans").

The Company has today agreed certain conditional amendments to said loan

agreements with Navamedic.

Navamedic will convert NOK 16,354,815.20 of Loan I to shares in the Company at a

subscription price of NOK 0.40 per share, conditional upon the contemplated

subsequent offering in the Company being completed with gross proceeds of

minimum NOK 1,500,000 (the "Condition"). In total 40,887,038 new shares will be

issued to Navamedic upon completion of the conversion. The share capital

increase pertaining to the conversion will be resolved by the Company's board of

directors pursuant to an authorisation granted by the extraordinary general

meeting held on 17 July 2024. Following the conversion, the outstanding

principal amount of Loan I will be NOK 15,645,184.80. In addition, interest of

approximately NOK 16,000,000 has currently accrued and is unpaid under Loan I.

Subject to satisfaction of the Condition, the loan agreements will also be

amended as follows:

The maturity date of Loan I (31 January 2025) will be postponed, with an

amortization schedule starting on 1 January 2026, monthly payments of both

principal and interest thereafter, and the remaining balance falling due on 31

December 2027. The Company will pay interest on a monthly basis from 1 April

2025 to 31 December 2025.

The maturity date of Loan II (31 January 2025) will be postponed until 31

December 2027, upon which the remaining balance will fall due in full. The

Company will pay interest on a monthly basis from 1 April 2025. Interest of

approximately NOK 1,100,000 has currently accrued and is unpaid under Loan II.

No other changes will be made to the Loans (including no changes to the agreed

interest rate).

If the Condition is not satisfied, the agreed amendments, including the partial

conversion of Loan I, will not be implemented.

For further information, please contact:

Jørgen Mann, CEO Observe Medical

Mobile: +45 408 67 558

E-mail: jorgen.mann@observemedical.com

Johan Fagerli, CFO Observe Medical

Mobile: +47 958 12 765

E-mail: johan.fagerli@observemedical.com

The information in this stock exchange announcement is considered to be inside

information pursuant to the EU Market Abuse Regulation and is published in

accordance with section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was issued by Johan Fagerli, CFO of the

Company, on 15 November 2024 at 13:00 hours (CET), on behalf of the Company.

About Observe Medical

Observe Medical is a Nordic medtech company that develops, markets and sells

innovative medtech products for the global market. The Company is committed to

improving patient welfare and patient outcomes, improving clinical data accuracy

and promoting positive health economics.

The Company seeks to drive growth by leveraging its expertise in sales and

commercialization of its broad portfolio of medical technology products, mainly

in urine measurement and ultrasound, in combination with targeted M&A and

distribution. Observe Medical is working with a network of leading distributors

to provide outstanding solutions for healthcare professionals globally.

The Company is headquartered in Oslo, Norway.

Further information is available at www.observemedical.com.